Ladbrokes : Publication of a Prospectus

NOT FOR PUBLICATION, DISTRIBUTION OR RELEASE DIRECTLY OR INDIRECTLY IN OR INTO THE UNITED STATES OF AMERICA, AUSTRALIA, CANADA, HONG KONG, JAPAN, NEW ZEALAND, SINGAPORE OR SOUTH AFRICA OR ANY OTHER JURISDICTION IF TO DO SO WOULD CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OF SUCH A JURISDICTION.

THE FOLLOWING ANNOUNCEMENT IS AN ADVERTISEMENT AND NOT A PROSPECTUS OR PROSPECTUS EQUIVALENT DOCUMENT. INVESTORS SHOULD NOT MAKE ANY INVESTMENT DECISION IN RELATION TO LADBROKES PLC SHARES EXCEPT ON THE BASIS OF THE INFORMATION IN THE LADBROKES PROSPECTUS PUBLISHED TODAY.

27 October 2016

LADBROKES PLC
(the 'Company')

Publication of Prospectus in relation to the readmission of the Existing Ordinary Shares, admission of Consideration Shares and admission of Playtech Shares

The Company announces that the Prospectus relating to the application for listing of shares to the premium listing segment of the Official List of the UKLA and to trading on the London Stock Exchange's main market for listed securities has been published (the 'Prospectus').

Readmission and Admission

On 24 November 2015, shareholders of the Company approved the proposed merger (the 'Merger') of the Company with certain businesses of Gala Coral Group Limited ('Gala Coral'), including Coral Retail, Eurobet Retail and Gala Coral's online businesses to create Ladbrokes Coral Group plc (the 'Enlarged Group'). The Merger was subject to approval by the Competition and Markets Authority ('CMA'), who required the divestment of 360 shops between the Company and Gala Coral. The CMA approved the divestments on 26 October 2016.

As the Merger is classified as a reverse takeover under the Listing Rules of the UKLA, the listing of the Existing Ordinary Shares will be cancelled and application will be made to (i) the UKLA for the Existing Ordinary Shares to be readmitted to the premium listing segment of the Official List and (ii) will be made to the London Stock Exchange for the Existing Ordinary Shares to be readmitted to trading on the London Stock Exchange's main market for listed securities (together, 'Readmission').

Application will be made (i) to the UKLA for the Consideration Shares to be admitted to the premium listing segment of the Official List and (ii) will be made to the London Stock Exchange for the Consideration Shares to be admitted to trading on the London Stock Exchange's main market for listed securities (together, 'Consideration Shares Admission' and, together with Readmission, 'Merger Admission').

To assist in providing the flexibility for the Enlarged Group to achieve integration and realise synergies from the combination of Gala Coral's and Ladbrokes' digital businesses, Playtech plc ('Playtech') has agreed with Ladbrokes to amend, conditional upon Completion, the existing Marketing Services Agreement with Ladbrokes, with payment under the Marketing Services Agreement being £75 million, of which £40 million will be satisfied by way of the issue of shares in the Enlarged Group on Completion (the 'Playtech Issue'). Accordingly, application will be made (i) to the UKLA for the Playtech Shares in relation to the Playtech Issue to be admitted to the premium listing segment of the Official List and (ii) will be made to the London Stock Exchange for the Playtech Shares to be admitted to trading on the London Stock Exchange's main market for listed securities (together, 'Playtech Shares Admission' and, together with Merger Admission, 'Admission').

Expected Timetable of Principal Events

(Timings set out above are indicative only).

Availability of Prospectus

The Prospectus relating to Admission is available on the Company's website at www.ladbrokesplc.com/prospectus.

The Prospectus has also been submitted to the National Storage Mechanism and will shortly be available for viewing at http://www.morningstar.co.uk/uk/NSM.

UBS and Greenhill are acting as Joint Sponsors to the Company.

Enquiries

Ladbrokes

Snehal Shah, Group Financial Controller and Head of Investor Relations

Donal McCabe, Group Communications Director

Switchboard +44 (0) 20 8868 8899

Greenhill(Lead Financial Adviser and Joint Sponsor to the Company)

David Wyles

Pieter-Jan Bouten

Michael Lord

+44 (0) 20 7198 7400

UBS(Financial Adviser, Broker and Joint Sponsor to the Company)

William Vereker

John Woolland

Jonathan Retter

+44 (0) 20 7567 8000

Notes

The Definitions in the Prospectus also apply to this announcement unless the context requires otherwise.

Forward-looking statements

This announcement may contain certain forward-looking statements, beliefs or opinions, with respect to the financial condition, results of operations and business of the Company.

These statements, which contain the words 'anticipate', 'believe', 'intend', 'estimate', 'expect', 'may', 'will', 'seek', 'continue', 'aim', 'target', 'projected', 'plan', 'goal,' 'achieve' and words of similar meaning, reflect the Company's beliefs and expectations and are based on numerous assumptions regarding the Company's present and future business strategies and the environment the Company will operate in and are subject to risks and uncertainties that may cause actual results to differ materially. No representation is made that any of these statements or forecasts will come to pass or that any forecast results will be achieved. Forward-looking statements involve inherent known and unknown risks, uncertainties and contingencies because they relate to events and depend on circumstances that may or may not occur in the future and may cause the actual results, performance or achievements of the Company to be materially different from those expressed or implied by such forward looking statements. Many of these risks and uncertainties relate to factors that are beyond the control of the Company, such as future market conditions, currency fluctuations, the behaviour of other market participants, the actions of regulators and other factors such as the Company's ability to continue to obtain financing to meet its liquidity needs, changes in the political, social and regulatory framework in which the Company operates or in economic or technological trends or conditions. Past performance cannot be relied on as a guide to future performance. As a result, you are cautioned not to place undue reliance on such forward-looking statements. The list above is not exhaustive and there are other factors that may cause the Company's actual results to differ materially from the forward-looking statements contained in this announcement. Forward-looking statements speak only as of their date and the Company, its parent and subsidiary undertakings, the subsidiary undertakings of such parent undertakings, Greenhill & Co. International LLP ('Greenhill') and UBS Limited ('UBS') and any of such person's respective directors, officers, employees, agents, affiliates or advisers expressly disclaim any obligation to supplement, amend, update or revise any of the forward-looking statements made herein, except where it would be required to do so under applicable law.

You are advised to read this announcement and the Prospectus in its entirety for a further discussion of the factors that could affect the future performance of the Company. In light of these risks, uncertainties and assumptions, the events described in the forward-looking statements in this announcement may not occur.

Notice to all investors

This announcement, and the information contained herein, is not for publication, distribution or release directly or indirectly in or into the United States of America, Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or the Republic of South Africa or any other jurisdiction if to do so would constitute a violation of the relevant laws of such a jurisdiction.

The Existing Ordinary Shares, the Consideration Shares and the Playtech Shares have not been and will not be registered under applicable securities laws of Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or the Republic of South Africa. Subject to certain exceptions, theExisting Ordinary Shares, the Consideration Shares and the Playtech Shares may not be offered, sold, resold, transferred or distributed directly or indirectly, within, into or in Australia, Canada, Hong Kong, Japan, New Zealand, Singapore or the Republic of South Africa or any other jurisdiction where such offer or sale would violate the relevant securities laws of such jurisdiction.

The Existing Ordinary Shares, the Consideration Shares and the Playtech Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the 'Securities Act'), or under the securities laws of any state or other jurisdiction of the United States, and may not be offered or sold, directly or indirectly, in the United States absent registration under the Securities Act or an available exemption from the registration requirements of the Securities Act and in compliance with any applicable securities laws of any state or other jurisdiction of the United States. The Existing Ordinary Shares, the Consideration Shares and the Playtech Shares have not been approved or disapproved by the US Securities and Exchange Commission, any state securities commission or any other regulatory authority in the United States, nor have any of the foregoing authorities passed upon, determined or endorsed the merits of the Merger. Any representation to the contrary is a criminal offence in the United States. No public offering of the Consideration Shares or the Playtech Shares is being made in the UK, the United States, any other Excluded Territory or elsewhere.

Greenhill is authorised and regulated by the FCA in the UK. Greenhill is acting for the Company and for no one else in connection with the Merger and Admission and will not regard any other person as a client in relation to the Merger and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of Greenhill, nor for providing advice in connection with the Merger, Admission or any other matter, transaction or arrangement referred to herein.

UBS is authorised by the PRA and regulated by the FCA and the PRA in the UK. UBS is acting for the Company and for no one else in connection with the Merger and Admission and will not regard any other person as a client in relation to the Merger and Admission and will not be responsible to anyone other than the Company for providing the protections afforded to clients of UBS, nor for providing advice in connection with the Merger, Admission or any other matter, transaction or arrangement referred to herein.

Apart from the responsibilities and liabilities, if any, which may be imposed on Greenhill and/or UBS in their capacities as joint sponsors by the FSMA or the regulatory regime established thereunder, neither Greenhill nor UBS accept any responsibility or liability whatsoever for the contents of the Prospectus, including its accuracy, completeness or for any other statement made or purported to be made by it, or on its behalf, in connection with the Ladbrokes Group, the Coral Group, the Ordinary Shares (including the Consideration Shares and the Playtech Shares), the Merger or Admission. Each of Greenhill and UBS and each of their respective subsidiaries, branches and affiliates accordingly disclaim to the fullest extent permitted by law all and any responsibility and liability whether arising in tort, contract or otherwise (save as referred to above) which it might otherwise have in respect of the Prospectus or any such statement. Nothing in the Prospectus excludes, or attempts to exclude, the liability of Greenhill or UBS for fraud or fraudulent misrepresentation.